**SCHEDULE 8B** 

  

 **PART 2** 

  

 **FORM LEGAL OPINION OF LESSOR’S COUNSEL** 

  

 [DATE] 

  

 AIRTRAN AIRWAYS, INC. 

 9955 AirTran Boulevard 

 Orlando, Florida 32827 

  




|  |  |  |
| --- | --- | --- |
|   | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number
[            ]  |

  

 Ladies and Gentlemen: 

  

 We have
acted as special counsel to [                        ] (“Lessor”), a wholly-owned subsidiary of General
Electric Capital Corporation, a Delaware limited liability company, in connection with the transactions contemplated by the Aircraft Lease Agreement dated as of August 15, 2003 between Lessor and AirTran Airways, Inc. (“Lessee”), which
incorporates by reference the terms and provisions of the Aircraft Lease Common Terms Agreement (the “Common Terms Agreement”) dated as of August 15, 2003 between Lessee and Aviation Financial Services Inc. (“AFS”) (collectively,
the “Lease Agreement”). This opinion letter is delivered to you pursuant to Section (c), Part B of Schedule 3 to the Common Terms Agreement. This opinion letter also is being delivered in connection with the Guarantee (the
“Guarantee”), dated as of August 15, 2003, issued by AFS in favor of Lessee. 

  

 All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Lease Agreement. 

  


In rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee.